


Let Me Count the Ways

by prairiecrow



Series: The Curse of the Mendari [1]
Category: Star Wars Original Trilogy
Genre: Alternate Universe - Canon Divergence, C-3PO Feels, First Time Human, Lust, M/M, New Human Emotions, Post-"A New Hope", R2-D2 Is The Responsible One, Transformation
Language: English
Status: Completed
Published: 2015-12-19
Updated: 2015-12-22
Packaged: 2018-05-07 18:23:52
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 3,947
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5466572
Author URL: https://archiveofourown.org/users/prairiecrow/pseuds/prairiecrow
Summary: <blockquote class="userstuff">
              <p>Post-"A New Hope" AU. R2-D2 and C-3PO were assigned by Leia to help decipher the mysteries of the Mendari Complex, which might contain a vital key to defeating the Empire. Unfortunately the Mendari Complex doesn't like having its secrets investigated — and it's taken a horrible revenge on the droids for their part in the investigation...</p><p>AUTHOR'S NOTE: Apparently I marked this fic as involving a Major Character Death. In fact, it does NOT. (Clearly I hadn't had enough caffeine when I posted the first chapter...) So. No character death (although Artoo might WISH he was dead at a couple of points...)</p>
            </blockquote>





	1. Chapter 1

**Notes for the Chapter:**

> All titles in this series taken from "How Do I Love Thee? (Sonnet 43)" by Elizabeth Barrett Browning
> 
> How do I love thee? Let me count the ways.  
> I love thee to the depth and breadth and height  
> My soul can reach, when feeling out of sight  
> For the ends of being and ideal grace.  
> I love thee to the level of every day’s  
> Most quiet need, by sun and candle-light.  
> I love thee freely, as men strive for right.  
> I love thee purely, as they turn from praise.  
> I love thee with the passion put to use  
> In my old griefs, and with my childhood’s faith.  
> I love thee with a love I seemed to lose  
> With my lost saints. I love thee with the breath,  
> Smiles, tears, of all my life; and, if God choose,  
> I shall but love thee better after death.

_Beep beep_.

There was then, and there was now. Then, when he'd known exactly what he was. Now, when he wasn't even sure of his own name.

_Beep beep. Beep beep._

Breathe in. Breathe out. Breathe in. Breathe out.

 _Beep beep,_ chirped the monitor at the head of the bio-bed. _Beep beep. Beep beep. Beep beep_ — monotonous, non-sentient, but capable of filling him with unspeakable degrees of loss and longing.

The organic entity on the bed slept on, oblivious to his inner turmoil. It was a goodish form, as such things went: human, male, adult but young, in the prime of physical health, tall and slender and slimly muscled. The face was also slender, the lips full, the eyebrows and the nose finely drawn. It smelled pleasant, not that he was particularly paying attention to that detail — at least not deliberately. But in the back of his mind, the subconscious engines of his own new form were quietly chewing over the notion that this must be what perfume smelled like: faint but delicious, tempting him to move a lot closer than he presently dared.

Shadows crowded round them, except for the soft spotlight on the head of the bio-bed he sat beside, a glow that struck white highlights off of long waves of golden hair spread out over the thin utilitarian pillow. Silence , except for the low beep of sensors, the background hum of the building itself, and their own separate rhythms of breathing. He tried not to listen, but every single second that combined rush of inhalations and exhalations drove home the unavoidable truth: that the Mendari Complex had taken its own devastating revenge for their foolhardy attempts to uncover its secrets.

The human scientists had gotten off easy: they'd only been turned into lizards, which were at least another form of organic life. But this…

He sighed and glanced away briefly from the supine figure on the bed; in his lap, his fingers clenched tightly into fists. The sensation was awful, alien, but he swallowed the growl that rose in his throat. _Stay focused! Can't afford a misstep — not now… maybe not ever again…_

He had been R2-D2, not that long ago, but an alphanumeric designation wasn't right for a creature of flesh and blood. Organics had names, not numbers, and at the moment he was flesh and blood, so — not R2-D2 anymore. Sitting in the darkened medical bay at the bedside of his sedated sleeping counterpart, he watched the serene face of this pale human male who had once been a protocol droid and pondered the best way to move forward. It wasn't like there was anybody else he could ask: he'd lived a long time, almost two hundred Standard years, and had heard his share of the legends that droids passed around amongst themselves, but never had he heard of a droid being turned into something like this. Something that lived, something that breathed… something that ached with a combination of anger and fear, surging at times to a level of intensity that threatened to choke the unwanted breath in his throat.

About two hours ago — Maker, how he hated that 'about', but the previously precise nature of time itself had degenerated into an imprecise blur of seconds and minutes! — he'd woken up in this body, in this room then brightly lit, and been struck in rapid succession with the physical horror of binocular vision, oxygen-hungry lungs, sensitized skin, overwhelming scent-taste, and the relentless pounding of his own frantic heartbeat. Leia and Han and Chewbacca had already been there in the room with him: Leia in particular had been ready with stern questions, but Artoo had barely found the voice to start answering her when C-3PO had also awakened on the next bio-bed over — and promptly spun out in a fit of wailing babbling terror.

Not that Artoo blamed him: after all, he'd been pretty unnerved himself. But 3PO had always been several orders of magnitude more highly strung than any other droid Artoo had ever met, with spectacularly poor stress-related coping skills. Within seconds he'd been a sobbing mess, his pretty face buried in shaking hands, and Artoo, overwhelmed with his own monumental pile of shit to shovel, had turned to the attending medic and growled an order: _For Maker's sake, hit him with a sedative before he starts puking or something!_ The doctor had stared back at Artoo, uncertain how to proceed — but Leia, Maker bless the level head on her shoulders, had backed Artoo up after only the briefest hesitation: _Do what he says._

So the medic had done it. 3PO had sunk back onto his mattress, every frantic taut muscle relaxing into unconsciousness. Artoo had drawn a deep breath in the calm that followed — hating every detail of that cool inward rush, but it seemed to be a default function of this new physical form — and started to tell the story of what had happened at the Mendari Complex: situation normal, 3PO working quickly on the underground stone circle's inscriptions while R2 ran various tests on the power systems… until 3PO had completed 72.358% of the translation, and then —

Artoo had paused in the retelling and rubbed both hands over his face — a broad swarthy face, craggy to match his short sturdy body, with a snub nose and a ragged tousle of brown-black hair half falling over his eyes. _And then I guess it decided it didn't want us poking around in its secrets anymore. There was a sudden power spike — the panel 3PO was standing at blew out, hot enough to sear his finish — he got thrown clear down the stairs, everybody else started yelling and running, and I started toward him to make sure he was all right. And then…_

Standing there with both eyes squeezed closed and his face still buried in his hands, he'd found the words (the new amazing awful ability to speak and be directly understood by humans) suddenly failing him…

… but then a small hand had come to rest lightly on his right shoulder, and he'd looked up in surprise to find Leia standing beside him, her face full of compassion. At that moment he'd known that she believed him, and that her belief was all that mattered: Han and Chewbacca might take more convincing, a lot more convincing, but as long as Leia had his back…

He'd smiled at her then, his first smile. It had felt stiff and unnatural on his new face. But she'd smiled back and something inside him had unbound, the tiniest easing of the painful clench deep in his chest.

Sure enough, Han had demanded proof — aggressively. Artoo had provided it by recounting details on a couple of episodes that only one of their inner circle, one of their team, could possibly have known. 3PO — well, Threepio now — had slept through it all, blissfully unaware and blissfully quiet…

… but that wasn't going to last much longer.

 _I'll stay with him until he wakes up,_ Artoo had told a clearly concerned Leia, ignoring Han's eye-roll. _Naw, it's better if it's just me — too many people will just freak him out all over again. Yeah, I'll call you when it's all sorted out… just don't expect anything coherent out of him the next time you see him. You know how it goes — protocol droids, all fancy outsides and spinny processors…_

The sedative had been short-acting, and the medic had stated that if it acted on him the way that kind of medication typically acted on Elvarii (which appeared to be Threepio's current race), he'd be waking up in about two hours. Which meant that Artoo, as tired and stressed as he was, was about to have at least one source of tension resolved pretty damned soon.

As he studied Threepio's current mask of flesh and bone, Artoo reflected that he hadn't been entirely honest with Leia on that last point. C-3PO had always been a fussy nervous worrywart, but when push came to shove he was actually fairly tough, with the ability (once he'd finished freaking out) to buckle down and get the job done. Being like this, though… being human… wasn't anywhere in his functional protocols. What if this new entity was fundamentally unstable? What if he never calmed down, and had to be managed in ways that Artoo was incapable of providing?

He didn't want to think about that. They'd been together a long time, him and C-3PO, through various harrowing adventures and one memory wipe on 3PO's side. He liked the idea that they'd stick together through this trial, too — no matter what.

But he just didn't know. And he wasn't going to spend the next however-many years sitting in this room, trying to calm Threepio down from panic attack after panic attack, while Leia and Luke and Han and Chewbacca were out there fighting the good fight for —

A sudden sharper intake of breath from the bio-bed drew his attention abruptly back to the subject of his gnawing uneasiness. The delicate blond eyebrows were drawn together in frown, the line of that lush mouth thinner as the Elvarii male turned his head slightly toward Artoo's heavy-set Gorvanel frame. His voice was faint and unsteady, but perfectly recognizable: "Ohhhhhh… oh, what's… what's happening…?"

Artoo didn't think. He had arms now, and apparently he knew exactly how to use them: driven by the new protocols of instinct, he reached out with his left hand and used it to cover Threepio's eyes before they could open. "Calm down, kid — just take it easy —"


	2. Chapter 2

But Threepio, true to form, didn't let him finish.

"Where am I? What's going on?" His voice was rapidly rising to a pitch of pure panic, as he tried to sit up against the restraint of Artoo's hand. Artoo gritted his teeth in frustration and bore down harder, which only increased his counterpart's agitation. "Why is it so dark?!?"

Artoo kept his voice pitched low and even: "See-Threepio, listen to me! It's okay, you're safe, you're just —"

"Who are you?" Threepio cried, and under the thin gown he wore Artoo could almost see his heart trying to pound its way out of his finely sculpted chest. His long-fingered hands fumbled upward, overshooting for a second — this human body had a better range of motion than the clumsy metal limbs of a droid — before locking round Artoo's wrist and tugging with considerable strength for such a slender frame, but Artoo held firm.

"Calm the hell down, you're —"

"What's happening?" Threepio babbled in a delirium of terror. The sensors above the bed were chirping rapidly: _Beep beep! Beep beep! Beep beep!_ Fine golden eyelashes fluttered wildly against the palm of Artoo's hand. "Where am I? The Mendari Complex — the power surge — oh my! Artoo? Artoo, where are you? _Artoo!_ "

 _"I am Artoo!"_ He barked each syllable sharply in his new human voice, a gravelly baritone that cut easily through Threepio's tightly strung tenor. "Listen! The first time we met, you'd just had a memory wipe. Captain Antilles assigned me to be your official counterpart aboard the _Tantive IV_ , and you were still a little confused after the wipe — you asked me the name of the ship, who the captain was, stuff you'd already been told at least once. I gave you the basics, but you were still pretty rattled, so I told you to stick with me and I'd take care of you. And I've been doing exactly that ever since, even with you fighting me every damned centimetre of the way!"

Threepio stopped yanking on Artoo's wrist. He turned his blind face in Artoo's direction and seemed to be listening intently. When Artoo finished speaking he was silent for a brief span of seconds that seemed, to Artoo, to last forever. The rapid beeping of the heart rate sensor slowed fractionally. "Artoo?…"

"It's me." He closed his hand a fraction more tightly, just for a half-second — a squeeze that flesh-and-blood instinct told him might be reassuring. "But things have — changed."

Threepio listened, his clenched fingers very warm and slightly damp against Artoo's skin. "I hear breathing." His voice fell to a murmur that an astromech would have picked up easily but which Artoo's current form had to strain to hear: "We're not alone, are we?"

"There's nobody else here." He steeled himself for whatever reaction was coming next. "That breathing you hear? Is us. The Mendari Complex farked us over good. We're both human now."

This time the pause was even longer, and Threepio's voice held a faint quaver. "I beg your pardon? I'm certain I didn't hear that right…"

"If you heard me say 'We're both human now', then your ears are in perfect working order." Artoo paused, then very slowly lowered his hand from over Threepio's eyes. They were wide open, and as they focussed on his face he had to allow that they were a rather fetching shade of dark amber. "Look, I'm sorry — maybe if I'd stuck by the pylon and tried to reroute the power surge, this wouldn't have happened. But the last thing I remember is you getting blasted down the stairs, and when I tried to get to you to see if you were okay, everything went white —"

"— then black," Threepio finished. His fingers were still wrapped around Artoo's open hand, cradling it against his chest, although judging by his intent expression as he gazed up at his former astromech companion, Artoo was willing to bet that he wasn't consciously aware of the contact. Overhead, the beeping of the sensors slowed a little bit more. "I'd just deciphered the first level of the third linguistic cipher — much faster than expected, I might add." He was studying Artoo's face as if every line were of the most enthralling interest, and Artoo was disconcerted by the warmth of blood rushing into his cheeks under that unblinking golden gaze. "In hindsight, perhaps that was a sign that something was amiss. But —" Dismay began to infuse his symmetrical features. "Oh, this doesn't make any sense!"

"You're telling me," Artoo muttered, rapidly becoming aware that his hand was unusually warm, too, where Threepio was touching it.

"No," Threepio insisted, "you don't understand —" He let go of Artoo's hand (which was a lot more disappointing than it should have been) to push himself up onto both elbows, his fine blond eyebrows now sporting a sharp crease between them. His hair, which must have been at least long enough to reach the small of his back, flowed behind his beautifully formed shoulders in loose waves of perfect radiant gold. "It was all poetry! A song, actually — there was clearly musical notation! But it was all about the Moon chasing the Sun at the Winter Solstice, nothing at all about power levels or…" He looked down the slim lines of his own body, barely concealed by the bedding, with pained distress. "Or this!"

Artoo pulled his hand back; not knowing what else to do with it, he settled it awkwardly in his own lap again. "If I'd set a trap for somebody, I wouldn't exactly put up a big sign saying 'OH LOOK, HERE'S A TRAP!' In fact, I'd probably try to make it look like something completely harmless — like a song, maybe."

Threepio shook his head emphatically — and with clear exasperation. "Oh, it's perfectly useless trying to talk to you about matters as subtle and complex as —!"

"Bullshit," Artoo stated.

Which stopped Threepio in his tracks. His eyes widened even more. "Excuse me?"

"Bull," Artoo repeated clearly, "shit!" He'd often been pretty annoyed with C3PO himself, but this kind of frustration had a hot bloody edge to it, a surge of heat that covered him from head to toes -- and focussed itself in his lips, his chest, his groin. He leaned closer, his eyes narrowing dangerously. "You always act like you're so much better than anybody else — well, guess what, Threep? Right now we're on exactly equal footing!"

Threepio, to his credit, did not recoil. Instead he put his dainty nose in the air and eyed Artoo up and down, taking in his rumpled medical gown and rugged features and rumpled hair with a supercilious sniff that made Artoo want to take a swing at him. "I sincerely doubt that!"

Artoo could feel his own scowl deepening. "And what the hell is _that_ supposed to mean?"

"It means 'once an astromech, always an astromech'," Threepio said haughtily, and this time Artoo's fists did clench in his lap, ready to let fly. "At least I had a glimpse into the protocols running the Complex! All you were doing was monitoring the energy outputs from the battery matrix! I hardly think that qualifies you for —"

A spring coiled in Artoo's thick-set thighs, ready to propel him onto his feet — and from there, right onto the bed. An ugly snarl of impulses rose into his throat, almost choking him — punch, grab, grapple, pin, _kiss_ , bite —

— and finally Threepio actually noticed that something was happening, because his aura of superiority faltered, cracking to reveal a fresh surge of fear from his own new instinctual core. He shrank back against the pillow, his hands clutching at the thin med-unit blanket to pull it up over his collarbones while the softly chirping sensor picked up speed nervously. "A-Artoo? Are you — all right?"

Artoo, whose pulse was hammering hard and hot under the line of his jaw, could only stare for a long inarticulate moment — a moment in which his mind reeled, struggling to come to terms with everything this new body wanted, no, _demanded_ it be allowed to do…


	3. Chapter 3

**Notes for the Chapter:**

> Pictures which closely capture how I visualize human!R2 and human!3PO:
> 
> http://crowdog66.tumblr.com/post/135289927915/i-never-thought-id-ever-write-fic-for-the-star

_I could take him,_ a deeper growl rumbled in Artoo's core: _He's delicate — fragile — no fighter — if I got the drop on him, he couldn't resist me —_

His gaze focused on those soft full lips, slightly parted in nervous anticipation.

_— and somehow I don't think he'd **want** to resist me —_

Horror ran through Artoo in a cold frisson, shattering the pulse-pounding grip of madness and leaving him badly shaken. He'd been about to attack Threepio! Attack him and —

His groin felt tight, his primary genital unit lying heavy against his right inner thigh. Swelling, hot, aching…

He shoved the yearning away as hard as he could — not right out of him, not entirely, it was too elemental for that, but at least he could thrust it into a deep hole and lock it down tight.

No. _Never._

"No," he growled, every word thick in his throat, "I'm not all right! I'm a farking human now — and so are you!"

Threepio tore his gaze away from Artoo's face, letting go of the blanket to hold up his own hands, turning them to study the slim contours as if mesmerized. "No," he murmured, "it's not possible. This is a simulation — or a programmed hallucination —"

Quick as thought, Artoo reached out and pinched Threepio's left shoulder — hard.

"Ow!" Threepio slapped his hand away, then glared at him like a scalded cat. "You little beast! How _dare_ you!"

"Pain," Artoo said flatly, "isn't part of our programming. Not like that." _And neither is hunger — not like this._ "So the only logical conclusion is that our basic physical make-up has been altered. And," he added when Threepio opened his pretty mouth again, "don't start arguing about it! Logic has never exactly been one of your strong points, sweetheart."

"Well!" Threepio sniffed again… but he was clearly rattled, and made no further reply.

They sat together for a long span of heartbeats — _beep beep, beep beep,_ still quick but not panicked — saying nothing, each gazing into the middle distance, each alone in his thoughts. Threepio began lightly stroking his hands together, one over the other; his eyes widened again in silent amazement as he reached up to trace the contours of his own face, running long fingers back through his hair, pulling waves of it forward over his shoulders to regard its lustre with frank admiration. For his part, Artoo rested his elbows on his knees and clasped his hands tightly together, concentrating on their stubby utilitarian shapes rather than Threepio's delicate beauty. They were hands meant to clasp tools and manipulate rough physical matter with easy strength, while Threepio… well, whatever Threepio was made for, it was clearly something finer and more rarified.

"I suppose it could be worse," Threepio mused at last.

"Hm?" He closed his eyes and bowed his head lower, willing himself not to look up.

"The Complex could have turned us into Hutts," Threepio said. "Or Wookies." A pause, and Artoo could actually feel those bright eyes focussed on him. "Mind you, you _are_ apparently a Gorvanel — which isn't far off that particular mark, culturally speaking."

"Thanks," Artoo snorted: suddenly he felt exhausted, and wretchedly miserable. Humans! Weak, susceptible to damage, prone to passionate whims… how could things possibly get any worse?

He was wallowing in the novelty of that intense sensation of despair when he felt something else: a touch on his hair, a kindly hand coming to rest on the tangle of coarse brown locks. It was the same touch that had once settled on an astromech's dome, so many times — but at the same time it wasn't, and he jerked up and back, his eyes snapping open and his heart leaping into his throat.

Threepio, his hand still extended, stared back at Artoo with surprise rapidly turning wounded. "I beg your pardon," he apologized stiffly, and started to withdraw his hand. "I certainly didn't mean to —"

There was no thought in the way Artoo reached out and caught that fine-boned hand, wrapping it tightly in both his own. "No, I — don't apologize, Threepio. I know — I mean, you didn't —"

He stopped, awkward, not knowing how to say what he meant without giving away far too much. Threepio frowned at him, tugged experimentally, then cocked his head in a too-familiar gesture when Artoo refused to let go. "I didn't — what?"

"You didn't know I could feel it — like this, see?" He let go with his right hand and reached out to carefully touch Threepio's cascade of golden hair, moulding his dark hand around the eggshell side curve of the delicate Elvarii skull and stroking down that silken fall to the warm shoulder. Threepio's eyes drifted closed with evident pleasure, and Artoo couldn't help but grin like an idiot when he actually leaned into the touch. "Gonna take some getting used to, huh?"

"Yes," Threepio purred, "I suppose so." His eyes opened again, half-hooded as he gazed at his friend, and his smile was so lovely that Artoo actually felt his heart secretly crack under the force of it. So lovely — and so fond! In that heartbreaking instant he realized just how much, and how little, had changed between them.

He was still himself, Threepio was still fundamentally 3PO…

… but oh, these new bodies! What treacherous vehicles for minds already so close — and what dangers lurked within!

Looking back at his counterpart, drowning in those eyes and dazzled by that warm-blooded beauty, Artoo made a silent fervent vow: _I'll take care of you, Threepio — just like I always have! Maker knows you haven't got enough sense to take care of yourself…_

_… you need me, and I won't leave you alone — a little thing like this isn't enough to make me forget the most important promise I've ever made._

_Whatever happens, you can always depend on me._

*****************************

But nothing could have prepared either of them for the rocks and shoals and currents that lurked in the turbulent waters of the human heart and mind… and by the time they realized the danger, it was destined to be nearly too late.

THE END


End file.
